8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 8, 2021

PFSweb, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-28275	75-2837058
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NUMBER)	(IRS EMPLOYER IDENTIFICATION NO.)

505 MILLENNIUM DRIVE

ALLEN, TX 75013

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(972) 881-2900

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

N/A

(FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	PFSW	NASDAQ	Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 3.01 Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 On October 8, 2021, PFSweb, Inc., a Delaware corporation (the “Company”), submitted to the Nasdaq Stock Market its plan to regain compliance due to the delayed filing of its Form 10-Q for the period ended June 30, 2021 (the “Form 10-Q”). The company currently believes it will be in a position to file the Form 10-Q by November 9, 2021.

ITEM 7.01 Regulation FD Disclosure

On October 11, 2021, the Company issued a press release about its submission to Nasdaq of its plan to regain compliance. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release Issued October 11, 2021.
104	Cover Page Interactive Data file, formatted in Inline XBRL

Cautionary Note Regarding Forward-Looking Statements. This Current Report on Form 8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PFSweb, Inc.
Dated: October 12, 2021	By:	/s/ Thomas J. Madden
		Thomas J. Madden
		Executive Vice President, Chief Financial Officer

EX-99.1

PFSweb Submits Plan of Compliance to Nasdaq Related to Late Filing of its Form 10-Q

Currently Plans to File the 10-Q by November 9, 2021

Allen, TX – October 11, 2021 – PFSweb, Inc. (NASDAQ: PFSW), a global commerce services company, announced that it has submitted a plan of compliance to the Nasdaq Stock Market relating to the delayed filing of its Form 10-Q for the period ended June 30, 2021. The filing of the Form 10-Q has been delayed due to the additional time and work needed to meet the SEC reporting and accounting requirements for its LiveArea divestiture, completed August 26, 2021, as a discontinued operation and other related financial reporting requirements associated with such divestiture.

PFSweb has been working diligently over the past few months to complete the SEC reporting and accounting requirements. The company believes it is nearing completion and currently plans to be in a position to file the 10-Q by November 9, 2021.

About PFS

PFS, the business unit of PFSweb, Inc. (NASDAQ: PFSW) is a premier eCommerce order fulfillment provider. We facilitate each operational step of an eCommerce order in support of DTC and B2B retail brands and specialize in health & beauty, fashion & apparel, jewelry, and consumer packaged goods. Our scalable solutions support customized pick/pack/ship services that deliver on brand ethos with each order. A proven order management platform, as well as high-touch customer care, reinforce our operation. With 20+ years as an industry leader, PFS is the BPO of choice for brand-centric companies and household brand names, such as L’Oréal USA, Champion, Pandora, Shiseido Americas, Kendra Scott, the United States Mint, and many more. The company is headquartered in Allen, TX with additional locations around the globe. For more information, visit www.pfscommerce.com or ir.pfsweb.com for investor information.

Investor Relations:

Cody Slach and Jackie Keshner

Gateway Investor Relations

1-949-574-3860

PFSW@gatewayir.com

XML

Cover	Oct. 08, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 08, 2021
Entity Registrant Name	PFSWEB INC
Entity Central Index Key	0001095315
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	PFSW
Security Exchange Name	NASDAQ
Entity File Number	000-28275
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-2837058
Entity Address, Address Line One	505 MILLENNIUM DRIVE
Entity Address, City or Town	ALLEN
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75013
City Area Code	972
Local Phone Number	881-2900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false